Common use of SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR Clause in Contracts

SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR. On the effective date of any resignation of the Servicers pursuant to Section 7.1 hereof or on the date the Servicers are removed as servicer pursuant to this Article VI, the Supervisory Servicer (or any successor appointed by the Supervisory Servicer pursuant to the Supervisory Servicing Agreement) hereof shall be the successor in all respects to the Servicers in their capacity as servicers under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicers by the terms and provisions hereof in accordance with and subject to the terms and conditions of the Supervisory Servicing Agreement; provided, however, that the Supervisory Servicer or successor Servicer shall not be liable for any acts or omissions of the Servicers occurring prior to such succession or for any breach by the Servicers of any of their representations or warranties contained herein or in any related document or agreement. The Supervisory Servicer (or other successor) shall assume all of the rights and obligations of the Servicers in accordance with the terms and conditions of the Supervisory Servicing Agreement which shall control over any provisions herein covering the same subject matter. The Servicers shall, upon request of the Trustee or the Supervisory Servicer but at the expense of the Servicers, deliver to the Supervisory Servicer (or other successor), all Servicer Loan Files, documents and records (including computer tapes and diskettes) relating to the Loans and an accounting of any amounts collected and held by the Servicers and otherwise use their reasonable efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The Servicers agree to cooperate with the Trustee and the Supervisory Servicer or any other successor servicer in effecting the termination of the Servicers' servicing responsibilities and rights hereunder and shall promptly provide the Supervisory Servicer or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicers' functions hereunder and shall promptly also transfer to the Supervisory Servicer or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Lockbox Account by the Servicers or which are thereafter received with respect to the Loans. Neither the Trustee, the Supervisory Servicer nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicers to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicers hereunder. The Supervisory Servicer shall provide written notice of each appointment of a successor to the Servicers hereunder, other than the Supervisory Servicer, to each Holder and the Rating Agency, and the Trustee.

SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR. On the effective date of any resignation of the Servicers Servicer pursuant to Section 7.1 hereof or on the date the Servicers are Servicer is removed as servicer pursuant to this Article VI, the Supervisory Servicer (or any successor appointed by the Supervisory Servicer pursuant to the Supervisory Servicing Agreement) hereof shall be the successor in all respects to the Servicers Servicer in their its capacity as servicers servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities of the predecessor Servicer) relating thereto placed on the Servicers Servicer by the terms and provisions hereof in accordance with and subject to the terms and conditions of the Supervisory Servicing Agreement; provided, however, that the Supervisory Servicer or successor Servicer shall not be liable for any acts or omissions of the Servicers occurring prior to such succession or for any breach by the Servicers of any of their representations or warranties contained herein or in any related document or agreement. The Supervisory Servicer (or other successor) shall assume all of the rights and obligations of the Servicers Servicer in accordance with the terms and conditions of the Supervisory Servicing Agreement which shall control over any provisions herein covering the same subject matter. The Servicers Servicer shall, upon request of the Trustee or the Supervisory Servicer but at the expense of the ServicersServicer, deliver to the Supervisory Servicer (or other successor), all Servicer Loan Files, documents and records (including computer tapes and diskettes) relating to the Loans and an accounting of any amounts collected and held by the Servicers Servicer and otherwise use their its reasonable efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The Servicers agree Servicer agrees to cooperate with the Trustee and the Supervisory Servicer or any other successor servicer in effecting the termination of the Servicers' Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Supervisory Servicer or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicers' Servicer's functions hereunder and shall promptly also transfer to the Supervisory Servicer or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Lockbox Account by the Servicers or which are thereafter received with respect to the Loans. Neither the Trustee, the Supervisory Servicer nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicers to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicers hereunder. The Supervisory Servicer shall provide written notice of each appointment of a successor to the Servicers hereunder, other than the Supervisory Servicer, to each Holder and the Rating Agency, and the Trustee.

SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR. On the effective date of any resignation of the Servicers Servicer pursuant to Section 7.1 hereof or on the date the Servicers are Servicer is removed as servicer pursuant to this Article VI, the Supervisory Servicer (or any successor appointed EXHIBIT 10.12 SERVICING AGREEMENT - PAGE 27 OF 33 28 by the Supervisory Servicer pursuant to the Supervisory Servicing Agreement) hereof shall be the successor in all respects to the Servicers Servicer in their its capacity as servicers servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicers Servicer by the terms and provisions hereof in accordance with and subject to the terms and conditions of the Supervisory Servicing Agreement; provided, however, that the Supervisory Servicer or successor Servicer shall not be liable for any acts or omissions of the Servicers Servicer occurring prior to such succession or for any breach by the Servicers Servicer of any of their its representations or warranties contained herein or in any related document or agreement. The Supervisory Servicer (or other successor) shall assume all of the rights and obligations of the Servicers Servicer in accordance with the terms and conditions of the Supervisory Servicing Agreement which shall control over any provisions herein covering the same subject matter. The Servicers Servicer shall, upon request of the Trustee or the Supervisory Servicer but at the expense of the ServicersServicer, deliver to the Supervisory Servicer (or other successor), all Servicer Loan Files, documents and records (including computer tapes and diskettes) relating to the Loans and an accounting of any amounts collected and held by the Servicers Servicer and otherwise use their its reasonable efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The Servicers agree Servicer agrees to cooperate with the Trustee and the Supervisory Servicer or any other successor servicer in effecting the termination of the Servicers' Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Supervisory Servicer or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicers' Servicer's functions hereunder and shall promptly also transfer to the Supervisory Servicer or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Lockbox Account by the Servicers Servicer or which are thereafter received with respect to the Loans. Neither the Trustee, the Supervisory Servicer nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicers Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicers Servicer hereunder. The Supervisory Servicer shall provide written notice of each appointment of a successor to the Servicers Servicer hereunder, other than the Supervisory Servicer, to each Holder and the Rating Agency, and the Trustee.

SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR. On the effective date of any resignation of the Servicers Servicer pursuant to Section 7.1 hereof or on the date the Servicers are Servicer is removed as servicer pursuant to this Article VI, the Supervisory Servicer (or any successor appointed by the Supervisory Servicer pursuant to the Supervisory Servicing Agreement) hereof shall be the successor in all respects to the Servicers Servicer in their its capacity as servicers servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicers Servicer by the terms and provisions hereof in accordance with and subject to the terms and conditions of the Supervisory Servicing Agreement; provided, however, that the Supervisory Servicer or successor Servicer shall not be liable for any acts or omissions of the Servicers Servicer occurring prior to such succession or for any breach by the Servicers Servicer of any of their its representations or warranties contained herein or in any related document or agreement. The Supervisory Servicer (or other successor) shall assume all of the rights and obligations of the Servicers Servicer in accordance with the terms and conditions of the Supervisory Servicing Agreement which shall control over any provisions herein covering the same subject matter. The Servicers Servicer shall, upon request of the Trustee or the Supervisory Servicer but at the expense of the ServicersServicer, deliver to the Supervisory Servicer (or other successor), all Servicer Loan Files, documents and records (including computer tapes and diskettes) relating to the Loans and an accounting of any amounts collected and held by the Servicers Servicer and otherwise use their its reasonable efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The Servicers agree Servicer agrees to cooperate with the Trustee and the Supervisory Servicer or any other successor servicer in effecting the termination of the Servicers' Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Supervisory Servicer or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicers' Servicer's functions hereunder and shall promptly also transfer to the Supervisory Servicer or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Lockbox Account by the Servicers Servicer or which are thereafter received with respect to the Loans. Neither the Trustee, the Supervisory Servicer nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicers Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicers Servicer hereunder. The Supervisory Servicer shall provide written notice of each appointment of a successor to the Servicers Servicer hereunder, other than the Supervisory Servicer, to each Holder and the Rating Agency, and the Trustee.

SUPERVISORY SERVICER TO ACT; APPOINTMENT OF SUCCESSOR. On the effective date of any resignation of the Servicers pursuant to Section 7.1 hereof or on the date the Servicers are removed as servicer pursuant to this Article VI, the Supervisory Servicer (or any successor appointed by the Supervisory Servicer pursuant to the Supervisory Servicing Agreement) hereof shall be the successor in all respects to the Servicers in their capacity as servicers under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicers by the terms and provisions hereof in accordance with and subject to the terms and conditions of the Supervisory Servicing Agreement; provided, however, that the Supervisory Servicer or successor Servicer shall not be liable for any acts or omissions of the Servicers occurring prior to such succession or for any breach by the Servicers of any of their representations or warranties contained herein or in any related document or agreement. The Supervisory Servicer (or other successor) shall assume all of the rights and obligations of the Servicers in accordance with the terms and conditions of the Supervisory Servicing Agreement which shall control over any provisions herein covering the same subject matter. The Servicers shall, upon request of the Trustee or the Supervisory Servicer but at the expense of the Servicers, deliver to the Supervisory Servicer (or other successor), all Servicer Loan Files, documents and records (including computer tapes and diskettes) relating to the Loans and an accounting of any amounts collected and held by the Servicers and otherwise use their its reasonable efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The Servicers agree to cooperate with the Trustee and the Supervisory Servicer or any other successor servicer in effecting the termination of the Servicers' servicing responsibilities and rights hereunder and shall promptly provide the Supervisory Servicer or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicers' functions hereunder and shall promptly also transfer to the Supervisory Servicer or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Lockbox Account by the Servicers or which are thereafter received with respect to the Loans. Neither the Trustee, the Supervisory Servicer nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicers to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicers hereunder. The Supervisory Servicer shall provide written notice of each appointment of a successor to the Servicers hereunder, other than the Supervisory Servicer, to each Holder and the Rating Agency, and the Trustee.